This document is an excerpt translation of the Japanese original and it is for reference purpose only. In the event of any
discrepancy between this English version and the Japanese original, the original shall prevail. KOMEDA Holdings Co.,
Ltd. assumes no responsibility for this translation, or for direct, indirect, or any other forms of damages arising from thetranslation.

To Shareholders

Securities Code: 3543
May 14, 2024
Yuichi Amari
Representative Director, President & CEO

KOMEDA Holdings Co., Ltd.
3-12-23, Aoi, Higashi-ku,
Nagoya, Aichi, JAPANNOTICE OF CONVOCATION OF
THE 10TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 10th Ordinary General Meeting of Shareholders of KOMEDA Holdings Co.,
Ltd. (hereafter the “Company”), which will be held as set forth below.
For the General Meeting of Shareholders, the Company provides information comprising the content ofreference documents for the General Meeting of Shareholders, etc. (matters for which measures for providing
information in electronic format are to be taken) in electronic format, which is posted on the Company’s website.
Please access the website by using the internet address shown below to review the information.
The Company’s Website:
https://komeda-holdings.co.jp/meeting/Website for posting materials for the General Meeting of Shareholders:
https://d.sokai.jp/3543/teiji/
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (Japanese)
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show (English)
Access the TSE website by using the internet address shown above, enter “KOMEDA Holdings” in “Issue name(company name)” field or the Company’s securities code “3543” in “Code” field, and click “Search,” and thenclick “Basic information,” select “Documents for public inspection/PR information,” and confirm “Notice ofGeneral Shareholders Meeting/Informational Materials for a General Shareholders Meeting” under “Files
information available for public inspection.”
Please be advised that even if you do not attend the General Meeting of Shareholders in person, you can exercise
your voting rights in writing or via electronic means (internet, etc.). Please review the attached Reference
Documents for the General Meeting of Shareholders, and exercise your voting right by 6:00 p.m. on Tuesday,
May 28, 2024 (JST).

-1-1. Date and Time:

10:00 am (JST) on Wednesday, May 29, 2024
(Reception is scheduled to start at 9:00 am.)

2. Place:

Banquet Room “Nago” 3rd Floor
Nagoya Kanko Hotel
1-19-30 Nishiki, Naka-ku, Nagoya, Aichi

3. Purpose of the Meeting:
Matters to be Reported:
1. The business report, the consolidated financial statements and audit results on consolidated
financial statements by Accounting Auditors and the Audit & Supervisory Committee for fiscal
2023 (March 1, 2023 to February 29, 2024)
2. The non-consolidated financial statements for fiscal 2023 (March 1, 2023 to February 29, 2024)
Proposals to be Resolved:
Proposal 1: Election of Five (5) Directors (excluding Directors who are Audit & Supervisory
Committee Members)
Proposal 2: Election of Two (2) Directors who are Audit & Supervisory Committee Members
4. Matters Posted on the Company Website
Of the electronic provision items, the following documents are not included with the material sent toshareholders who have requested delivery of written documents in accordance with laws and regulations,and Article 14 of the Articles of Incorporation.
Of note, the Audit and Supervisory Committee and the Accounting Auditor have audited the documents thatare subject to audit, including the above matters.
Business Report:- Status of assets and earnings- Business challenges and countermeasures- Main business- Major offices and plants- Status of employees- Status of major lenders- Status of shares- Status of subscription rights to shares- Matters related to outside directors- Status of accounting auditor- System to ensure the properness of business
operations and overview of operational status- Policy on determination of dividends of surplus
and others

Consolidated Financial Statements:- Consolidated Statement of Changes in Equity- Notes to the Consolidated Financial Statements
Non-Consolidated Financial Statements:- Balance Sheet- Statement of Income- Statement of Changes in Net Assets- Notes to the Non-Consolidated Financial
Statements
Auditor’s Reports:- Accounting Auditor’s Report on the Consolidated
Financial Statements- Accounting Auditor’s Report on the
Non-Consolidated Financial Statements

Notes:• When attending the meeting in person, please present the enclosed Voting Rights Execution Form at thereception counter.
• Shareholders who have not requested written delivery are being sent documents excerpted from theReference Documents for the General Meeting of Shareholders, in addition to the matters stipulated by law.
• In the case of any modification to the electronic provision measures items, the original and revised matterswill be posted on the Company’s website.
• No gifts or beverages will be provided at the venue.
• The results of the resolutions will be announced on the Company’s website following the conclusion of theGeneral Meeting of Shareholders.

-2-Instructions for Exercising Voting Rights
Voting rights at the General Meeting of Shareholders are important rights of shareholders. Please review theReference Documents of the General Meeting of Shareholders below and exercise your voting rights.
Voting rights may be exercised by attendance, mail or via the internet.
In the event voting rights are exercised more than once:(1) If the voting right is exercised both via the internet and by mail, only the exercise of the voting right via
the internet shall be valid.
(2) If the voting right is exercised more than once via the internet, only the last exercise of the voting rightshall be valid.
1. When exercising voting rights via INTERNET
Exercise due date:No later than 6:00 p.m.,on Tuesday, May 28, 2024 (JST)Please access the Voting Rights Exercise Website from your computer or smartphone as follows andindicate whether you are for or against each of the items.
Log in from your smartphone
1. Scan the QR Code at the lower right-hand side of the Voting Rights Exercise Form.
- It is not necessary to type a burdensome code or password.
- You can exercise your voting rights only one time by scanning the QR Code to log in.
- If exercising voting rights more than once, use the instructions in “Log in from your computer, etc.”- QR Code is a registered trademark of DENSO WAVE INCORPORATED.
2. Then, please indicate whether you are “for” or “against” each of the items by following the directions
on the website.
Log in from your computer, etc.
Voting Rights Exercise Website: https://www.web54.net
1. Access the Voting Rights Exercise Website.
2. Fill in the “Code” described on the lower right-hand side of the Voting Rights Exercise Form, andthen, fill in the “password” provided on the lower right-hand side of the Voting Rights Exercise Form.
3. Register a new password.
4. Then, please indicate whether you are “for” or “against” each of the items following the directions
on the website.
If you have any enquiries on systems, etc., please contact the Help Desk shown below.
Web support, Sumitomo Mitsui Trust Bank, Limited.
Tel: 0120-652-031 (Toll-free, Japanese language only)(Business hours: 9:00 to 21:00)
To institutional investors:
KOMEDA participates in the electronic voting rights exercise platform operated and administered by
ICJ, Inc.

-3-

2. When exercising voting rights by MAIL
Exercise due date:
To be returned to us no later than 6:00 p.m.,on Tuesday, May 28, 2024 (JST)Please indicate whether you are “for” or “against” each of the items on the Voting Rights Exercise Formand return it to the Company. If there is no indication of “for” or “against” a proposal, it shall be deemedthat you have voted for the proposal.
Guide to filling in the Voting Rights Exercise Form:
Please indicate “for” or “against” for each item.
- Proposal 1 and 2
When you are for all of the candidates in the item, mark ○ in the “for” box, and when you are against
all of the candidates, mark ○ in the “against” box.
If you are against certain candidates, mark ○ in the “for” box, and also write the candidate number
for each candidate you are against inside the parentheses.

3. When exercising voting rights by ATTENDANCE
Date and Time of the Meeting:
10:00 am, on Wednesday,
May 29, 2024 (JST)(Reception is scheduled to start at 9:00 am.)Please submit the Voting Rights Exercise Form to the reception counter at the Meeting.

-4-Reference Documents for the General Meeting of Shareholders
Proposal and Reference Information
Proposal 1: Election of Five (5) Directors (excluding Directors who are Audit & Supervisory Committee
Members
The terms of office of all five (5) Directors (excluding directors of Audit & Supervisory Committee members;
the same shall apply hereinafter in this proposal) will expire at the conclusion of this Ordinary General Meetingof Shareholders. Accordingly, the Company proposes the election of five (5) Directors.
The Independent Advisory Committee deliberated the appropriateness of the candidates for Director, and basedon the opinion from the Independent Advisory Committee, the Company selected the candidates for Director.
Also, the Audit & Supervisory Committee has considered this proposal, and the Company has obtained theopinion that each candidate is qualified as a director of the Company. The candidates for Director are as follows:
Candidate
NumberName

Position in the Company(Significant concurrent positions)

Number of
Attendance atyears asmeetings of theMember of the Board of Directors
Boardduring the fiscal 2023

President and Representative Director

1

Reappointment

YuichiAmari(Significant concurrent positions
President and Representative Director,
KOMEDA Co., Ltd.
Director, Taiwan KOMEDA Co., Ltd.
Managing Director, CFO

2Reappointment

Hiroki
Shimizu(Significant concurrent positions)Managing Director, KOMEDA Co., Ltd.
Komisaris, PT KOMEDA Coffee Indonesia
Director, Ryukyu KOMEDA Co., Ltd.
Director

3

Reappointment

Tomohide
Yamamoto

4New
appointment

Seiji
Shintani

5

Reappointment

Kazuhiro
Ishihara

Note 1:
Note 2:

Note 3:(Significant concurrent positions)
Director, KOMEDA Co., Ltd.
President and Representative Director,
Ryukyu KOMEDA Co., Ltd.
None
(Significant concurrent positions)
Director, KOMEDA Co., Ltd.
Director, Ryukyu KOMEDA Co., Ltd.
Director(Significant concurrent positions)
Director, KOMEDA Co., Ltd.
Director, Taiwan KOMEDA Co., Ltd.
Director, PT KOMEDA Coffee Indonesia

４years19／19（100％）

５years19／19（100％）

５years19／19（100％）

－

－

１year

13／13
（100％）

There are no special interests between any of the candidates and the Company.
The Company has entered into a directors and officers liability insurance contract with an insurancecompany to insure all Directors. The insurance contract covers damages that may arise from any
improper acts (including omissions) by the insured Director, based on assuming his/her
responsibilities for the performance of their duties or receiving claims in pursuit of such
responsibilities, although the Company bears all insurance premiums for the insured.
If this proposal is approved and a candidate becomes a Director, each candidate will be the insured
in the insurance contract. The Company plans to renew the insurance contract with the same terms
and conditions during the terms of office.
The numbers of years as Member of the Board at the conclusion of this Ordinary General Meetingof Shareholders are presented.

-5-Candidate Number:

1
Reappointment
Name:
Yuichi Amari

Brief personal profile, position and responsibility in the Company, and significant concurrent
positions:Apr. 1985
Jul. 2006
Oct. 2006
Apr. 2011
Aug. 2011
Apr. 2017
Dec. 2019
Mar. 2020
May 2020
Nov. 2020
May 2021

Date of Birth:

Oct. 2021

April 1, 1963

Mar. 2022

Number of shares
owned:

May. 2022
May. 2022

28,589Mar. 2023
May. 2023

The Sanwa Bank, Ltd. (currently MUFG Bank, Ltd.)
Executive Officer, SEGA SAMMY HOLDINGS INC.
Director, Sammy Corporation
Representative Director and Senior Managing Director, Division Manager ofSales Division, Sammy Corporation
President & CEO, TAIYO ELEC Co., Ltd.
Senior Executive Officer, SEGA SAMMY HOLDINGS INC.
Advisor, KOMEDA Co., Ltd.
Director, Division Manager of Sales Division, KOMEDA Co., Ltd.
Director, KOMEDA Holdings Co., Ltd.
Senior Managing Director, Division Manager of Sales Division, and in chargeof Human Resources and General Affairs Division, KOMEDA Co., Ltd.
Representative Director, Vice President, KOMEDA Holdings Co., Ltd.
Representative Director, Vice President, Division Manager of Sales Division,and in charge of Human Resources and General Affairs Division, KOMEDA
Co., Ltd.
Representative Director, Vice President, Division Manager of Sales Division,and in charge of Human Resources Division, KOMEDA Co., Ltd.
Representative Director, Vice President, and in charge of Human Resources
Department, KOMEDA Co., Ltd.
President and Representative Director, KOMEDA Holdings Co., Ltd. (current)
President and Representative Director, KOMEDA Co., Ltd., and in charge of
Human Resources Department, KOMEDA Co., Ltd.
President and Representative Director, KOMEDA Co., Ltd. (current)
Director, Taiwan KOMEDA Co., Ltd. (current)

Significant concurrent positions:
President and Representative Director, KOMEDA Co., Ltd.
Director, Taiwan KOMEDA Co., Ltd.
Reasons for nomination as a candidate for Director:
Mr. Yuichi Amari has extensive experience in the sales field, including serving as a branchmanager of a bank. He was the sales division manager of an entertainment and consumer
products companies and is the president of KOMEDA Co., Ltd., a subsidiary of the Company.
He has a track record of expanding business with many business partners regardless of the typeof business or format, and has a wealth of experience, insight, and knowledge of financial
accounting. The Company has considered that as member of the Board of Directors of theCompany, he will be able to make appropriate decisions based on the above experience,achievements, insights, and to make prompt decisions for the entire business of the Company,
so it has appointed him as a candidate for Director.

-6-

Candidate Number:2
Reappointment
Name:
Hiroki Shimizu

Brief personal profile, position and responsibility in the Company, and significant concurrent
positions:Oct. 1998
Jun. 2002
Sep. 2014
Nov. 2014
Apr. 2016
May. 2017
May. 2017
May. 2019
May. 2020
May. 2020

Date of Birth:
August 19, 1973
Number of shares
owned:
29,103Oct. 2021
Mar. 2022
Mar. 2022
May. 2022
May. 2022
Mar. 2023
May. 2023
Apr. 2024

Showa Ota & Co. (currently Ernst & Young ShinNihon LLC)
Registered as a Certified Public Accountant
Outside Auditor, KOMEDA Co., Ltd.
Outside Auditor, KOMEDA Holdings Co., Ltd.
Outside Director/Audit & Supervisory Committee Member, KOMEDA
Holdings Co., Ltd.
Deputy Division Manager of Administration Headquarters, KOMEDA
Holdings Co., Ltd.
Director and Deputy Division Manager of Business Strategy Division,
KOMEDA Co., Ltd.
Director and Deputy Division Manager of Administration Headquarters,
KOMEDA Holdings Co., Ltd.
Director and CFO, Division Manager of Administration Headquarters,
KOMEDA Holdings Co., Ltd.
Director and Division Manager of Business Strategy Division, KOMEDA Co.,Ltd.
Director, Division Manager of Business Strategy Division, and in charge ofGeneral Affairs Department, KOMEDA Co., Ltd.
Director in charge of Business Strategy, Administration Division and General
Affairs Department, KOMEDA Co., Ltd.
Komisaris, PT KOMEDA Coffee Indonesia (current)Managing Director, CFO of KOMEDA Holdings Co., Ltd. (current)Managing Director in charge of Business Strategy, Administration Division andGeneral Affairs Department, KOMEDA Co., Ltd.
Managing Director in charge of Business Strategy and Administration Division,
KOMEDA Co., Ltd.
Managing Director, in charge of Administration Division and Digital
Innovation Division, KOMEDA Co., Ltd. (current)
Director, Ryukyu KOMEDA Co., Ltd. (current)

Significant concurrent positions:Managing Director, in charge of Administration Division and Digital Innovation Division,
KOMEDA Co., Ltd.
Komisaris, PT KOMEDA Coffee Indonesia
Director, Ryukyu KOMEDA Co., Ltd.
Reasons for nomination as a candidate for Director:
Mr. Hiroki Shimizu is a former outside director (Audit & Supervisory Committee member) of
the Company, and in addition to being familiar with the overall business of the Company, he isalso the managing director in charge of the Business Strategy Division of its operating
subsidiary, KOMEDA Co., Ltd. With a high level of expertise and compliance as a certified
public accountant, he participates in management from a wide range of positions regarding
business management and financial strategy.
The Company has considered that as a member of the Board of Directors of the Company, hewill be able to make appropriate decisions based on the above experience, achievements,
insights, and to make prompt decisions for the entire business of the Company, so it has
appointed him as a candidate for Director-7-

Candidate Number:

3
Reappointment
Name:
Tomohide Yamamoto

Brief personal profile, position and responsibility in the Company, and significant concurrent
positions:Apr. 1989
Oct. 2003
Aug. 2010
Oct. 2013
Jun. 2015
May. 2017
Mar. 2018
May. 2019
May. 2019
May. 2020
Mar. 2022
Apr. 2024

Date of Birth:January 27, 1967
Number of shares
owned:
10,242

Daiwa Jitsugyo Group (currently Daiwa Exceed Co., Ltd.)DOUTOR Coffee Co., Ltd.
General Manager of Management Quality Department, SUPER HOTEL Co.,
Ltd.
General Manager of Sales Promotion Department, KOMEDA Co., Ltd.
Executive Officer, KOMEDA Co., Ltd.
Director and Division Manager of Sales Division, KOMEDA Co., Ltd.
Director and Division Manager of Marketing Division, KOMEDA Co., Ltd.
Director and Division Manager of Sales Division, KOMEDA Co., Ltd.
Director, KOMEDA Holdings Co., Ltd. (current)
Director and Division Manager of Business Promotion Division, KOMEDA
Co., Ltd.
Director in charge of Production Division, Product Management Division andMarketing Division, KOMEDA Co., Ltd. (current)
President and Representative Director, Ryukyu KOMEDA Co., Ltd. (current)

Significant concurrent positions:
Director in charge of Production Division, Product Management Division and Marketing
Division, KOMEDA Co., Ltd.
President and Representative Director, Ryukyu KOMEDA Co., Ltd.
Reasons for nomination as a candidate for Director:
Mr. Tomohide Yamamoto has been involved in the restaurant and franchise business for many
years at other companies in the industry. At KOMEDA Co., Ltd., a subsidiary of the Company,
he has been responsible for sales improvement of existing stores and new products development
as a division manager of Sales, and Marketing Division. He has a wealth of experience,achievements and insights cultivated through such business execution.
The Company has considered that as a member of the Board of Directors of the Company, hewill be able to make appropriate decisions based on the above experience, achievements,
insights, and to make prompt decisions for the entire business of the Company, so it has
appointed him as a candidate for Director.

-8-

Candidate Number:4
New appointment
Name:
Seiji Shintani

Brief personal profile, position and responsibility in the Company, and significant concurrent
positions:Apr. 1987
Jan. 1996
Apr. 1999
Apr. 2000
Jan. 2002
May. 2004
Jun. 2008
Jun. 2011
Apr. 2013
Oct. 2014

Date of Birth:January 1, 1964
Number of shares
owned:

May. 2017
May. 2017
Mar. 2018
May. 2018
Nov. 2018
May. 2020
Jul. 2020－
Sep. 2020
Apr. 2021
Jul. 2021
Sep. 2022
Nov. 2023
Dec. 2023
Mar. 2024

The Long-Term Credit Bank of Japan, Limited
McKinsey & Company Inc. Japan.
Director, Intellasset Inc.
Principal, Crimson Ventures
Director, Capital Arts
Director, Sammy Networks Co., Ltd.
Executive Officer and General Manager of New Business Development
Division, Sega Corporation
Executive Officer, Head of Group Representative Section,
Sega Sammy Holdings Inc.
Senior Executive Officer, Head of Corporate Headquarters,
Sammy Corporation
Executive Officer, Management Department,
Head of Department, Kadokawa Corporation
Head of Management Department, KOMEDA Holdings Co., Ltd
Managing Director, Head of Corporate Strategy, KOMEDA Co., Ltd.
Head of Corporate Strategy & General Manager, New Business Division,
KOMEDA Co., Ltd.
Director, Administration Headquarters Manager of
KOMEDA Holdings Co., Ltd.
Director, Komeda Yummy Co., Ltd. (currently Taiwan KOMEDA Co., Ltd)
CSO, Pan Pacific International Holdings Corporation
Senior Managing Executive Officer, CSO, andHead of Financial Company Preparation Office of the Company
Representative Director, UCS Co., Ltd.
Director, Senior Executive Managing Executive Officer, CSO & CFO, andHead of Financial Company Preparation Office Pan Pacific International
Holdings Corporation
Director, Senior Managing Officer, CSO Pan Pacific International Holdings
Corporation
Corporate Auditor, Don Quijote Co., Ltd.
CAO (Global), Pan Pacific International Holdings Corporation
Director in charge of Human Resources & General Affairs Division, KOMEDA
Co., Ltd.
Director in charge of Human Resources & General Affairs Division andPresident's Office, KOMEDA Co., Ltd.
Director in charge of Human Resources & General Affairs Division, Customer
Relations Division and President's Office, KOMEDA Co., Ltd. (current)

Significant concurrent positions:
Director, Human Resources & General Affairs Division, Customer Relations Division, andPresident’s Office, KOMEDA CO., Ltd
Reasons for nomination as a candidate for Director:
Mr. Seiji Shintani has been involved in the planning and promotion of business strategies, thenewly launch of domestic and oversea businesses in multiple industries, has also extensive
experiences, achievements, and insights of corporate management. In addition, he has beenpromoting organizational reforms (of its operating subsidiaries) for developing next-generation
leaders. The Company has considered that as a member of the Board of Directors of theCompany, he will be able to make decisions based on the above experiences, achievements, andinsights, and to make entirely prompt decisions about domestic and oversea businesses of theCompany, so it has appointed him as a candidate for Director.

-9-Candidate Number:

5
Reappointment

Brief personal profile, position and responsibility in the Company, and significant concurrent
positions:Apr. 1990
Apr. 1997
Aug. 2000

Name:

Mar. 2001

Kazuhiro Ishihara

Mar. 2002
Jun. 2005
Mar. 2006
Feb. 2014
Dec. 2015
Jan. 2018
Aug. 2019

Date of Birth:
December 3, 1967
Number of shares
owned:
1,763

May. 2023
May. 2023
Aug. 2023
Aug. 2023
Dec. 2023
Mar. 2024

ITOCHU Corporation
DANON International Brands Japan Co., Ltd. assigned temporarily
General Manager of Business Development Department, Tullyʼs Coffee Japan
Co., Ltd.
Director, General Manager of Business Development Department, Tullyʼs
Coffee Japan Co., Ltd.
Managing Director, Tullyʼs Coffee Japan Co., Ltd.
President and Director, Cold Stone Creamery Japan
President and Representative Director, Cold Stone Creamery Japan
Director and Division Manager of Sweets and Café Division, HotLand Co., Ltd.
Director and Division Manager of Overseas Division, HotLand Co., Ltd.
Officer, Siren Retail Organization, Starbucks Coffee Japan, Ltd.
Officer, Store Development & Siren Retail Organization, Starbucks Coffee
Japan, Ltd.
Director, KOMEDA Holdings Co., Ltd. (current)
Director, in charge of the New Business Division and Customer Relations
Division, KOMEDA Co., Ltd.
Director, KOMEDA Taiwan Co., Ltd. (current)
Director, PT KOMEDA Coffee Indonesia (current)
Director, Overseas and Licensing Business Division, Customer Relations
Division, KOMEDA Co., Ltd.
Director, Overseas and Licensing Business Division, KOMEDA Co., Ltd.
(current)

Significant concurrent positions:
Director, Overseas and Licensing Business Division, KOMEDA Co., Ltd.
Director, Taiwan KOMEDA Co., Ltd.
Director, PT KOMEDA Coffee Indonesia
Reasons for nomination as a candidate for Director:
Mr. Kazuhiro Ishihara has been involved in the restaurant and franchise business for many years
at other companies in the industry and has a wealth of experience, achievements and insights
cultivated through such business execution. In addition, he has a high level of expertise,
experience, and insight of corporate management as a former President and Representative
Director of Cold Stone Creamery Japan.
The Company has considered that as a member of the Board of Directors of the Company, hewill be able to make appropriate decisions based on the above experience, achievements,
insights, and to make prompt decisions for the entire business of the Company, so it has
appointed him as a candidate for Director.

- 10 -

Proposal 2: Election of Two (2) Directors who are Audit & Supervisory Committee Members
The term of office of two (2) Directors of Audit & Supervisory Committee member, Ms. Chiaki Oda and Ms.
Tomoe Matsuda, will expire at the conclusion of this Ordinary General Meeting of Shareholders. Accordingly,
the Company proposes the election of two (2) Directors who are Audit & Supervisory Committee members.
Based on the opinion from the Independent Advisory Committee, the Company decided the candidates for
directors who are Audit & Supervisory Committee Members. The Audit & Supervisory Committee has
previously given its consent to this proposal.
The candidates for Directors who are the Audit & Supervisory Committee member are as follows:

Candidate
Number1

Name

Reappointment
OutsideIndependent

Chiaki
Oda

Position in the Company(Significant concurrent positions)

Number ofyears asMember of theBoard

Outside Director (Audit & Supervisory
Committee Member)(Significant concurrent positions）（current surname： Shobu LPC, Attorney-at-Law
Maekawa） Auditor, KOMEDA Co., Ltd.

Attendance at meetings ofthe Board of Directors andthe Audit and Supervisory
Committee during the
fiscal 2023
board of directors
19／19（100％）

２yearsAudit & Supervisory
Committee
18／18（100％）

－

－

None

2
Note 1:
Note 2:

Note 3:Note 4:Note 5:Note 6:

New
Appointment
OutsideIndependent

Tomoe
Matsuda(Significant concurrent positions）
President and Representative Director, Gem
Box Co., Ltd.
Adjunct Lecturer, Shukutoku University

Ms. Chiaki Oda and Ms. Tomoe Matsuda are the candidates for Outside Directors.
In accordance with Article 427, Paragraph 1 of the Companies Act, the Company has entered into
an agreement with Ms. Chiaki Oda to limit the liability for damages under Article 423, Paragraph
1 of the Companies Act. If the appointment of Ms. Chiaki Oda is approved, the agreement with her
will be continued. In addition, if the appointment of Ms. Tomoe Matsuda is approved, the company
plans to conclude such an agreement with her. The maximum amount of liability for damages basedon the contract is the minimum liability limit stipulated by laws and regulations.
In order to secure excellent human resources and prevent the atrophy of execution of duties, theCompany has concluded a liability insurance contract with an insurance company for all directors.
If Ms. Chiaki Oda and Ms. Tomoe Matsuda are appointed as Directors who are Audit & Supervisory
Committee members, they will be included as insured persons under the liability insurance contract.
The outline of the agreement is as described on page 5 (Note 2) of this Notice.
Ms. Chiaki Oda is currently an outside director of the Company, and his tenure will be 2 years at
the conclusion of this Ordinary General Meeting of Shareholders.
Ms. Chiaki Oda and Ms. Tomoe Matsuda meet the requirements of an independent director basedon the provisions of the listed stock exchange. The Company plans to register continuously Ms.
Chiaki Oda, and newly Ms. Tomoe Matsuda, as independent directors.
The numbers of years as Member of the Board at the conclusion of this Ordinary General Meetingof Shareholders are presented.

- 11 -

Candidate Number:

1
Reappointment
OutsideIndependent
Name:
Chiaki Oda

Brief personal profile, position and responsibility in the Company, and significant concurrent
positions:
Dec. 2012
Jan. 2013
Oct. 2015
Mar. 2016
Sep. 2016
May. 2022
May. 2023

Registration as Attorney-at-Law (Aichi Bar Association)
Shobu Law Office (Former office of Shobu LPC) (current)
Adjunct Lecturer, Nagoya University, Graduate School of Law
Member of the Japan Federation of Bar Associations support center for small
and medium-sized companies (current)
Nagoya Kita-ward Environmental Council
Outside Director/Audit and Supervisory Committee Member, KOMEDA
Holdings Co., Ltd. (current)
Auditor, KOMEDA Co., Ltd. (current)

Significant concurrent positions:Shobu LPC, Attorney-at-Law
Auditor, KOMEDA Co., Ltd

Date of Birth:
June 7, 1985
Numberowned:

ofshares-Reasons for nomination as a candidate for Director (Outside Director) who is Audit &Supervisory Committee member, and summary of expected roles:
Ms. Chiaki Oda has a high level of expertise, experience, and insight as a lawyer in the field ofoverseas business development and M&A as set forth in the Company's medium-term businessplan. In addition, since she is from and lives in Nagoya, she has a perspective as a customer of
KOMEDA’s Coffee, and she is expected to contribute to the decision-making of the Board of
Directors and the strengthening of the effectiveness of the supervisory function. Together withthe above-mentioned extensive experience and insight, she is considered to be a candidate for
Director (Outside Director) who is Audit & Supervisory Committee member.
Although she has never been involved in corporate management beyond serving as an outside
director, the Company determines that she can appropriately perform her duties as an outside
director for the above reasons.
Reason for judging independence:
There is no business relationship between the Company and her concurrent positions, and there
are no other special interests.

Candidate Number:2
New appointment
OutsideIndependent
Name:
Tomoe Matsuda

Brief personal profile, position and responsibility in the Company, and significant concurrent
positions:Apr. 1985
Apr. 1987
Sep. 2019
Apr. 2022

Fuji Television Network, Inc.
Freelance Announcer
President and Representative Director, Gem Box Co., Ltd. (current)
Adjunct Lecturer, Shukutoku University. (current)

Significant concurrent positions:
President and Representative Director, Gem Box Co., Ltd.
Adjunct Lecturer, Shukutoku University.
Reasons for nomination as a candidate for Director (Outside Director) who is Audit &Supervisory Committee member, and summary of expected roles:
Ms. Tomoe Matsuda has been involved in the work around communication with people for many
years and giving mental health lectures as a clinical psychological counselor. She has a wealthof knowledge and experience in the fields of the “people and job satisfaction” issues in terms of
the Company’s materiality. The Company has considered her to contribute to the enhancementof the prompt decision-making of the Board of Directors and the effectiveness of Audit &Supervisory Committee, so it has appointed her as a candidate for an outside Director.
Reason for judging independence:
There is no business relationship between the Company and her concurrent positions, and there
are no other special interests.

Date of Birth:
March 12, 1963
Numberowned:

ofshares- 12 -

Skills matrix of Board of Directors once Proposal 1 and 2 are approved.
Capabilities and experience of the Company’s directors:
M&A/
Knowledge/
ManageFinance/
Sales/
ESG/
Legal/
HR/ Production/
New Business
Experience
IT/DX
ment
Accounting Marketing Sustainability Compliance Labor SCM/QC
Development/(Foodservice)
Overseas

Yuichi Amari
Hiroki Shimizu
Tomohide Yamamoto
Seiji Shintani
Kazuhiro Ishihara
Hisashi Shirahata
Masatoshi Hori
Chiaki Oda
Tomoe Matsuda

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* Marks indicate skills each director is expected to demonstrate in particular- 13 -●●●